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Electric Royalties Ltd. Proxy Solicitation & Information Statement 2021

Oct 27, 2021

47460_rns_2021-10-27_f386efc2-53a4-434f-b36f-90e8ee9b49f1.pdf

Proxy Solicitation & Information Statement

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Electric Royalties Ltd.

(the “Company”)

FORM OF PROXY (“PROXY”)

Annual General and Special Meeting November 18, 2021 at 10:00 a.m. PST 14th Floor, 1040 West Georgia Street, Vancouver, BC V6E 4H1 (the “Meeting”)

RECORD DATE: October 12, 2021 CONTROL NUMBER: SEQUENCE #: FILING DEADLINE FOR PROXY: November 16, 2021 at 10:00 a.m. PST

VOTING METHOD

**VOTING METHOD ** **VOTING METHOD **
INTERNET Go towww.voteproxyonline.comand enter the 12
digit control numberabove
FACSIMILE 416-595-9593
MAIL TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Marchand Snyman , whom failing Trevor Thomas, or failing both of them Brendan Yurik (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

- SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE - - SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT ABOVE THE BOXES
FOR
WITHHOLD
FOR
WITHHOLD
FOR
AGAINST
FOR
AGAINST
FOR
AGAINST
FOR
AGAINST
FOR
AGAINST
1. Election of Directors FOR WITHHOLD
a)
Brendan Yurik
b)
Marchand Snyman
c)
Robert Schafer
d)
CraigLindsay
2. Appointment of Auditor FOR WITHHOLD
To appointDeloitte LLPas Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration.
3. Share Option Plan Resolution FOR AGAINST
To consider, and if thought advisable, to re-approve by ordinary resolution the Company's share option plan (the "Share Option Plan") as proposed to
be amended, as described in the accompanying Circular.
4. Restricted Share Unit Plan Resolution FOR AGAINST
To consider, and if thought advisable, to approve an ordinary resolution of disinterested shareholders approving the Company's 2021 Restricted Share
Unit Plan ("RSU Plan"), as described in the accompanying Circular.
5. Deferred Share Unit Plan Resolution FOR AGAINST
To consider, and if thought advisable, to approve an ordinary resolution of disinterested shareholders approving the Company's Non-Employee
Director Deferred Share Unit Plan (the "DSU Plan"), as described in the accompanying Circular.
6. Amendment to Articles FOR AGAINST
To consider, and if thought advisable, to approve a special resolution to amend the Company's articles to adopt provisions requiring advance notice for
the nomination of directors, as described in the accompanying Circular.
7. Issuance of Common Shares FOR AGAINST
To consider, and if thought advisable, to approve an ordinary resolution of disinterested shareholders to approve the issuance of common shares of
the Company pursuant to the exercise of warrants issued to Globex Mining Enterprise Inc. (“Globex”) that would result in Globex having beneficial
ownership of, or control and direction over, 20% or more of the issued and outstanding common shares of the Company, as described in the
accompanying Circular.

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

  1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

  2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

  3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

  4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

  5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

  6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

  7. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

  8. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

  9. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

TSX Trust Company offers at no cost to security holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable security holder forms and Frequently Asked Questions.

To register, please visit www.tsxtrust.com/investorinsite

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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